EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                     TO THE CERTIFICATE OF INCORPORATION OF

                              NETWOLVES CORPORATION
                              ---------------------

                Under Section 805 of the Business Corporation Law


     WE,  THE  UNDERSIGNED,  WALTER  M.  GROTEKE  and  PETER  C.  CASTLE,  being
respectively the Chairman of the Board and Vice  President-Finance  of NETWOLVES
CORPORATION hereby certify:

     1. The name of the corporation is: NETWOLVES CORPORATION.

     2. The certificate of  incorporation  of said  corporation was filed by the
Department  of State on  January  5, 1970 under the  original  name of  Watchdog
Patrols, Inc.

     3. (a) The certificate of incorporation is amended to: (i) authorize series
of the Company's  authorized  preferred  stock,  par value $.0033 per share (the
"Preferred  Stock"),  and (ii)  provide for the  designations,  preferences  and
relative,  participating,  optional  or other  rights,  and the  qualifications,
limitations or restrictions of each series of Preferred Stock.

     (b)  To  effect  the  foregoing,  Article  FOURTH  of  the  Certificate  of
Incorporation  relating to the authorized shares of the corporation,  is amended
to read as follows:

          "FOURTH:  The total number of shares of all classes of stock which the
     corporation  shall  have  the  authority  to issue  is  FIFTY  TWO  MILLION
     (52,000,000)  shares, of which FIFTY MILLION  (50,000,000)  shares shall be
     shares of common stock of the par value of $.0033 per share and TWO MILLION
     (2,000,000)  shares shall be shares of Preferred  Stock of the par value of
     $.0033  per  share.  The  Preferred  Stock may be issued in series  and the
     number, designation, relative rights, preferences and limitations of shares
     of each series of Preferred Stock $.0033 per share par value shall be fixed
     by the Board of Directors.

     Of the  2,000,000  shares of  Preferred  Stock,  1,000,000  shares shall be
     designated as Series A Convertible  Preferred  Stock,  par value $.0033 per
     share, 500,000 shares shall be designated as Series B Convertible Preferred
     Stock,  par value $.0033 per share,  and 100,000 shares shall be designated
     as Series C Convertible Preferred Stock, par value $.0033 per share.

     The Series A Convertible  Preferred Stock shall have the following  powers,
     designations, preferences and other special rights:

          1. Certain Definitions.

          "Average  Price"  means,  with  respect  to any  shares  of  stock  or
     securities,  including the Common Stock (as defined below),  on any date of
     determination, the average for the thirty (30) consecutive Trading Days (as

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     defined below)  preceding and including such date of  determination  of the
     reported  last sale prices per share on the principal  national  securities
     exchange or inter-dealer  quotation  system on which such stock or security
     is listed or admitted  to trading,  or if not listed or admitted to trading
     on any national securities exchange or inter-dealer  quotation system or if
     last sale  prices  are not  available,  the  average  for the  thirty  (30)
     consecutive  Trading Days preceding and including the date of determination
     of the average of the closing bid and asked prices per share or security in
     the over-the-counter  market as published by the National Quotation Service
     or the OTC  Bulletin  Board  or, if no such  quotations  are  published  or
     furnished, by any New York Stock Exchange member firm selected from time to
     time by the Company for that purpose.

          "Common  Stock"  means the common  stock,  $.0033  par  value,  of the
     Company,  including the stock into which the Series A Convertible Preferred
     Stock is  convertible,  and any  capital  stock of any class of the Company
     thereafter  authorized  that shall not be limited to a fixed sum in respect
     of the rights of the holders  thereof to participate in dividends or in the
     distribution  of assets  upon the  voluntary  or  involuntary  liquidation,
     dissolution or winding up of the Company.

          "Current  Market  Price"  shall  mean,  with  respect to any shares of
     capital  stock or other  securities,  (i) if such stock or  securities  are
     listed or  admitted  to  trading on a national  securities  exchange  or an
     inter-dealer quotation system or traded in the over-the-counter market, the
     price per share or security, as the case may be, at the close of trading on
     the Trading Day on which the  relevant  determination  is to be made or, if
     such day is not a Trading Day, the Trading Day  immediately  preceding such
     day and (ii) if such  stock  or  security  is not so  listed,  admitted  or
     traded,  the fair market value of such stock or security as  determined  by
     the Managing  Directors of the Company or, if such parties cannot agree, as
     determined by an Independent Appraiser (as defined below).

          "Excluded  Stock" means (a) the Series A Convertible  Preferred Stock;
     (b) any Common Stock issued or to be issued (i) pursuant to the  conversion
     of the Series A Convertible  Preferred  Stock (ii) pursuant to the exercise
     of any stock  options  or  warrants  currently  outstanding  or  options or
     warrants  issued after the date hereof having an exercise price equal to or
     greater  than the  Current  Market  Price,  or (iii)  except  as  otherwise
     provided  herein,  upon the  actual  issue of  Common  Stock or  securities
     convertible  into  Common  Stock at the  time of  exercise  of any  rights,
     options or warrants to purchase Common Stock or any securities  convertible
     into  Common  Stock,  as  appropriate,  or upon  conversion  or exchange of
     securities  convertible  into Common Stock;  and (c) in addition to (a) and
     (b) hereof,  an aggregate of 4,000,000  shares of Common Stock to be issued
     on or after  January  1,  2003 at less  than the  Conversion  Price  either
     directly or on the conversion of any  convertible  securities  issued after
     the date hereof.

          "Independent  Appraiser" means an investment  banking firm,  appraisal
     firm or any other financial expert of recognized  national  standing in the
     United  States,  selected  by the  holders  of a  majority  of the Series A
     Convertible  Preferred Stock and reasonably acceptable to the Company, that
     does  not  (or  whose  directors,   officers,   employees,   affiliates  or
     stockholders do not) have a direct or indirect material  financial interest
     in the Company or a 5% or greater holder of Series A Convertible  Preferred
     Stock,  who has not been, and, at the time called upon to give  independent
     financial  advice  to the  Company  or a holder  of  Series  A  Convertible
     Preferred Stock, is not (and none of its directors, officers, affiliates or
     stockholders are) a promoter, director or officer of the Company.

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          "Trading Day" means (i) if the relevant stock or security is listed or
     admitted for trading on the New York Stock  Exchange or any other  national
     securities  exchange,  a day on which such  exchange is open for  business;
     (ii) if the  relevant  stock or security  is quoted on the Nasdaq  National
     Market or any other  system of automated  dissemination  of  quotations  of
     securities  prices,  a day on which  trades may be  effected  through  such
     system;  or (iii)  if the  relevant  stock or  security  is not  listed  or
     admitted for trading on any national  securities  exchange or quoted on the
     Nasdaq  National  or  SmallCap  Markets  or any other  system of  automated
     dissemination  of  quotation  of  securities  prices,  a day on  which  the
     relevant   stock  or   security   is  traded  in  a  regular   way  in  the
     over-the-counter  market  and for which a closing  bid and a closing  asked
     price for such stock or security are available.

          2. Dividends.

          2A. The holders of the Series A Convertible  Preferred  Stock shall be
     entitled  to  receive  dividends,  which  shall  begin to  accrue on and be
     cumulative  from the date of  issuance  ("Issuance  Date") of the  Series A
     Convertible  Preferred  Stock  (whether  or not such  dividends  have  been
     declared and whether or not there shall be net profits or net assets of the
     Company  legally  available for the payment of such dividends) in an annual
     amount  equal to the issue  price of such  Series A  Convertible  Preferred
     Stock plus any accrued but unpaid dividends (the "Liquidation  Preference")
     times eight percent (8%) through June 30, 2004 and thereafter  times twelve
     (12%) (the "Dividend Amount"). The Dividend Amount shall be payable on July
     1 of each year (the "Dividend  Payment Dates") either in cash or in kind by
     issuance  by the  Company  of  additional  shares of  Series A  Convertible
     Preferred  Stock (the "PIK  Shares") at the option of the  Company.  In the
     event that the applicable Dividend Amount is not paid in cash within thirty
     (30) days of the  relevant  Dividend  Payment  Date,  the Company  shall be
     deemed for all purposes to have elected to pay the relevant Dividend Amount
     in PIK Shares.  If the Company  elects or is deemed to have  elected to pay
     any  Dividend  Amount in PIK Shares,  each  holder of Series A  Convertible
     Preferred Stock shall be deemed to be the holder of record of such holder's
     pro rata  share of the PIK Shares  issuable  with  respect to the  relevant
     Dividend  Amount  notwithstanding  that  the  stock  transfer  books of the
     Company  shall  then be closed  or that  certificates  evidencing  such PIK
     Shares  shall not have been  actually  delivered to such holder of Series A
     Convertible  Preferred  Stock.  In the event that dividends on the Series A
     Convertible  Preferred Stock are paid with PIK Shares,  each such PIK Share
     (i) shall be valued at the then applicable Liquidation Preference per share
     and (ii) shall have the same Liquidation Preference as each share of Series
     A  Convertible  Preferred  Stock  with  respect  to  which  the  PIK  Share
     constituted a dividend.  No dividends  shall be paid on any Common Stock of
     the Company or any capital  stock of the Company that ranks junior to or on
     parity with the Series A Convertible Preferred Stock during any fiscal year
     of the Company until  dividends in the aggregate  Dividend Amount per share
     (as adjusted for any stock  dividends,  combinations or splits with respect
     to such shares) of Series A Convertible Preferred Stock for the current and
     each prior  Dividend  Payment Date shall have been paid or declared and set
     apart for payment to the Series A Convertible Preferred Stock holders.

          2B. The amount of dividends payable for any period shorter than a full
     year shall be determined on the basis of twelve 30-day months and a 360-day
     year. Dividends paid on the shares of Series A Convertible  Preferred Stock
     in an  amount  less than the total  amount  of such  dividends  at the time


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     accrued and payable on such shares shall be allocated  pro rata on a share-
     by-share basis among all such shares at the time outstanding.

          2C. So long as any shares of the Series A Convertible  Preferred Stock
     are  outstanding,  no dividends  shall be declared or paid or set apart for
     payment on any other  preferred stock of the Company of any series ranking,
     as to  dividends,  junior to or on a parity  with the Series A  Convertible
     Preferred  Stock,  unless a dividend shall be paid at the same time to each
     holder of Series A Convertible  Preferred Stock, in an amount such that the
     holders of such other series of preferred  stock,  on the one hand, and the
     holders of Series A  Convertible  Preferred  Stock,  on the other,  receive
     dividends in the same  relative  proportions  that each would have received
     had all such shares of  preferred  stock been  converted  into Common Stock
     immediately prior to the declaration of a dividend on such preferred stock.

          3. Liquidation. (a) Upon any liquidation, dissolution or winding up of
     the Company, whether voluntary or involuntary, the holders of the shares of
     Series  A  Convertible  Preferred  Stock  shall  be  entitled,  before  any
     distributions  shall be made to the  holders  of the Common  Stock,  or any
     other class of capital stock of the Company  ranking junior to the Series A
     Convertible   Preferred  Stock,  to  be  paid  an  amount  (the  "Series  A
     Liquidation  Amount")  equal  to  greater  of  (i)  twice  the  Liquidation
     Preference per share  (appropriately  adjusted to reflect the occurrence of
     any stock split, stock dividend,  stock  combination,  stock subdivision or
     like  occurrences) or (ii) the aggregate pro rata liquidating  distribution
     per share payable to holders of Series A Convertible  Preferred Stock on an
     as-converted  basis.  Written  notice of such  liquidation,  dissolution or
     winding up, stating a payment date, the Series A Liquidation Amount and the
     place  where  said sums shall be  payable  shall be given by mail,  postage
     prepaid,  not less than 30 or more than 60 days prior to the  payment  date
     stated  therein,  to the  holders  of  record of the  Series A  Convertible
     Preferred  Stock,  such notice to be addressed to each  shareholder  at his
     post office address as shown by the records of the Company.

          (b)  Any   Acquisition   or  Asset  Transfer  may  be  regarded  as  a
     liquidation,  dissolution or winding up of the Company for purposes of this
     Section 3 upon the  election  of the  holders of at least a majority of the
     outstanding shares of Series A Convertible Preferred Stock (voting together
     as a single class).  The Company will not enter into any transaction  which
     provides  for an  Acquisition  Asset  Transfer  without  providing  for the
     ability of the holders of the Series A Convertible Preferred Stock upon the
     affirmative  vote of a majority as described in the preceding  sentence) to
     receive  consideration in connection with such transaction in an amount not
     less than the amount they would have received had the consideration payable
     by any third party in  connection  with such  transaction  been paid to the
     Company, which then completed a liquidation in accordance with this Section
     3 (provided  that for the  purpose of  calculating  the pro forma  Series A
     Liquidation  Amount  for  purposes  of such  deemed  liquidation,  the word
     "twice" set forth in the preceding paragraph  concerning the calculation fo
     the Series A  Liquidation  Amount  shall be deemed to be replaced  with the
     words "one and a half times"). Nothing in this Section 3 shall be construed
     to prevent the holders of the Series A Convertible Preferred Stock ,in lieu
     of any other rights  described in this  paragraph,  from  exercising  their
     Conversion Rights at any time up to or simultaneous with any Acquisition or
     Asset Transfer.


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          4. Conversion.

          The  shares  of  Series A  Convertible  Preferred  Stock  shall be (i)
     subject  to the  following  conversion  terms and (ii) the  holders  of the
     Series A Convertible  Preferred Stock shall have the right to convert their
     shares of Series A Convertible  Preferred Stock into shares of Common Stock
     as follows (the "Conversion Rights"):

          4A.  Right to Convert.  Each Share of Series A  Convertible  Preferred
     Stock is convertible,  without the payment of any additional  consideration
     by the  holder  thereof,  at any time at the  option of the  holder of such
     shares into the number of fully paid non-assessable  shares of Common Stock
     equal to the quotient obtained by dividing (i) the product of the number of
     shares of Series A Convertible  Preferred Stock being converted  multiplied
     by $15.00,  (ii) by the then  current  Conversion  Price  (the  "Applicable
     Conversion  Ratio").  The initial  "Conversion  Price" shall be $1.50.  The
     Conversion  Price is subject to further  adjustment  pursuant  to the anti-
     dilution provisions described in Section 4D, E, F, G and H below.

          4B.  Automatic   Conversion.   Each  share  of  outstanding  Series  A
     Convertible Preferred Stock shall automatically be converted into shares of
     Common Stock at the then effective Applicable  Conversion Ratio, if, at any
     time  following  the Issuance  Date and provided the Common Stock  issuable
     upon  conversion  of the  Preferred  Stock  is  covered  by a then  current
     registration  statement of the Company which has been declared effective by
     the  Securities  and Exchange  Commission,  (i) a closing  takes place of a
     Public  Offering  (as  defined  below) at a price  equal to or in excess of
     three times the Conversion  Price.  "Public  Offering"  shall mean a public
     offering of Common  Stock  subject to a firm  commitment  underwriting  (an
     "Underwriting"),  pursuant to an effective  registration  statement  (other
     than a registration  statement on Form S-4 or S-8) under the Securities Act
     of  1933,  as  amended  (the  "Act"),  which  registration   statement  and
     Underwriting cover the offer and the sale of Common Stock to the public for
     the account of the Company  resulting in gross cash proceeds to the Company
     as seller of not less than  $15,000,000,  before deducting any underwriting
     commissions and other  compensation,  or (ii) the price of the Common Stock
     for any 30  consecutive  trading  days  equals or exceeds  three  times the
     Conversion  Price and the average  daily  trading  volume for the Company's
     Common Stock for the 30 consecutive trading days exceeds 100,000 shares.

          4C.  Mechanics of  Conversion.  No  fractional  shares of Common Stock
     shall be issued  upon  conversion  of the  Series A  Convertible  Preferred
     Stock. In lieu of any fractional shares to which the holder would otherwise
     be entitled, the Company shall pay cash for any fractional share. Except in
     the case of a conversion  pursuant to Section 4B hereof,  before any holder
     of Series A Convertible Preferred Stock may convert the same into shares of
     Common Stock,  each holder shall  surrender the certificate or certificates
     therefor,  duly  endorsed  for  transfer,  at the  principal  office of the
     Company or of any  transfer  agent for the Series A  Convertible  Preferred
     Stock,  and shall give  written  notice to the  Company at such office that
     such  holder  elects  to  convert  the  same.  On the date of a  conversion
     pursuant to Section 4B, any party  entitled to receive the shares of Common
     Stock  issuable upon such  conversion  shall be treated for all purposes as
     the record holder of all such shares of Common Stock on such date,  whether
     or not such holder has surrendered the certificate or certificates for such
     holder's shares of Series A Convertible Preferred Stock. The Company shall,
     as soon as practicable thereafter, issue and deliver at such office to such
     holder  of  Series  A  Convertible   Preferred   Stock,  a  certificate  or

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     certificates  for the  number of  shares of Common  Stock to which it or he
     shall be entitled as aforesaid,  together with cash in lieu of any fraction
     of a share.  Except in the case of a conversion  pursuant to Section  4(b),
     such conversion shall be deemed to have been made immediately  prior to the
     close of business on the date of such  surrender  of the shares of Series A
     Convertible Preferred Stock to be converted,  the then holders of record of
     Series A Convertible  Preferred  Stock shall be treated for all purposes as
     the record holder or holders of such shares of Common Stock on such date.

          4D. Adjustment for Stock Splits and Combinations.  If the Company,  at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series A Convertible  Preferred Stock pursuant
     to Section 4(B) hereof,  effects a subdivision  of the  outstanding  Common
     Stock  without a  corresponding  subdivision  of the  Series A  Convertible
     Preferred  Stock,  the Applicable  Conversion  Ratio in effect  immediately
     before that subdivision shall be proportionately decreased.  Conversely, if
     the Company  shall at any time or from time to time after the Issuance Date
     combine the  outstanding  shares of Common  Stock into a smaller  number of
     shares  without a  corresponding  combination  of the Series A  Convertible
     Preferred  Stock,  the Applicable  Conversion  Ratio in effect  immediately
     before  the  effective  date of the  combination  shall be  proportionately
     increased.  Any  adjustment in the Applicable  Conversion  Ratio under this
     Section  4(d) shall  become  effective at the close of business on the date
     the subdivision or combination becomes effective.

          4E.  Adjustment for Common Stock Dividends and  Distributions.  If the
     Company at any time or from time to time after the Issuance  Date and prior
     to the automatic  conversion of the Series A  Convertible  Preferred  Stock
     pursuant  to  Section  4(B)  hereof  makes,  or  fixes a record  date  for,
     determination  of holders of Common Stock entitled to receive a dividend or
     other  distribution  payable in additional  shares of Common Stock, in each
     such  event,  the  Applicable  Conversion  Ratio  then in  effect  shall be
     decreased  as of the  effective  date of the  issuance  of such  additional
     shares of Common Stock,  or, in the event such record date is fixed,  as of
     the close of business on such record date, by  multiplying  the  Applicable
     Conversion Ratio then in effect by a fraction (i) the numerator of which is
     the  total  number  of  shares  of  Common  Stock  issued  and  outstanding
     immediately prior to the time of such issuance or, the close of business on
     such record date as the case may be, and (ii) the  denominator  of which is
     the  total  number  of  shares  of  Common  Stock  issued  and  outstanding
     immediately  prior to the time of such issuance or the close of business on
     such record  date,  plus the number of shares of Common  Stock  issuable in
     payment of such dividend or distribution;  provided,  however, that if such
     record  date is  fixed  and  such  dividend  is not  fully  paid or if such
     distribution is not fully made on the date fixed  therefor,  the Applicable
     Conversion  Ratio  shall  be  recomputed  accordingly  as of the  close  of
     business on such record date and thereafter the Applicable Conversion Ratio
     shall be  adjusted  pursuant  to this  Section  4(e) to reflect  the actual
     payment of such dividend or distribution.

          4F. Adjustment for Reclassification,  Exchange and Substitution. If at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series A Convertible  Preferred Stock pursuant
     to Section 4(B) hereof,  the Common Stock  issuable upon the  conversion of
     the Series A  Convertible  Preferred  Stock is  changed  into the same or a
     different number of shares of any class or classes of stock of the Company,
     whether by  recapitalization,  reclassification or otherwise (other than an
     Acquisition or Asset  Transfer (as defined in  sub-section  (j) below) or a
     subdivision  or  combination  of shares or stock  dividend  or a  corporate
     reorganization,  merger or  consolidation  provided  for  elsewhere in this
     Section  4, in any  such  event  each  holder  of any  shares  of  Series A

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     Convertible   Preferred  Stock  then  outstanding   shall  have  the  right
     thereafter  to  convert  such  stock  into the kind and amount of stock and
     other  securities  and/or property  receivable upon such  recapitalization,
     reclassification or other change by holders of the maximum number of shares
     of Common  Stock into which such shares of Series A  Convertible  Preferred
     Stock could have been converted immediately prior to such recapitalization,
     reclassification  or change,  all subject to further adjustment as provided
     herein or with  respect to such other  securities  or property by the terms
     thereof.

          4G. Reorganizations, Mergers, Consolidations or Sales of Assets. If at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series A Convertible  Preferred Stock pursuant
     to Section 4(B)  hereof,  there is a capital  reorganization  of the Common
     Stock  other  than (i) an  Acquisition  or Asset  Transfer  (as  defined in
     section 4(j) below), or (ii) a recapitalization,  subdivision, combination,
     reclassification, exchange or substitution of shares provided for elsewhere
     in this Section 4 (each such transaction described in the foregoing clauses
     (i)  and  (ii),  a   "Reorganization   Transaction")  as  a  part  of  such
     Reorganization Transaction,  provision shall be made so that the holders of
     the Series A Convertible  Preferred  Stock shall  thereafter be entitled to
     receive upon  conversion  of the Series A Convertible  Preferred  Stock the
     number of shares of stock or other  securities  or  property  of which they
     would be entitled to receive had they  converted  their  shares of Series A
     Convertible  Preferred Stock into shares of Common Stock on the date of (A)
     the  first  day   immediately   prior  to  the   effective   date  of  such
     Reorganization  Transaction or (B) the record date for such  Reorganization
     Transaction,  whichever is applicable to the Reorganization Transaction. In
     any such case, all  adjustments  that otherwise would have been required to
     be made in the  Applicable  Conversion  Ratio  and the  number of shares of
     Common Stock that the holders of Series A Convertible  Preferred  Stock are
     entitled to receive upon  conversion of the Series A Convertible  Preferred
     Stock  pursuant  to this  Section 4 on or prior to such date  shall be made
     prior to  calculating  the amount or number of securities  and/or  property
     receivable  by  such  holders  in  connection   with  such   Reorganization
     Transaction.

          4H. Sale of Shares At Price Below The Initial  Conversion Price. If at
     any time or from time to time, subsequent to the Issuance Date and prior to
     the  closing  of the  Public  Offering  referenced  in this  Section 4, the
     Company issues or sells,  or is deemed to have issued or sold shares of its
     capital  stock for  consideration  of a price of less than $1.50 per share,
     the Conversion  Price shall be adjusted to be such lower price at which the
     Company issued or sold shares of its capital stock.

          For purposes of this  Section 4H. sales or issuances of capital  stock
     by the Company shall not include Excluded Stock or stock  dividends,  stock
     splits or reclassifications.

          4I.  Certificate  of  Adjustment.  In each  case of an  adjustment  or
     readjustment of the Applicable Conversion Ratio and the number of shares of
     Common Stock or other  securities  thus  issuable  upon  conversion  of the
     Series A Convertible Preferred Stock, if the Series A Convertible Preferred
     Stock is then convertible  pursuant to this Section 4, the Company,  at its
     expense,  shall compute such  adjustment or readjustment in accordance with
     the provisions hereof and prepare a certificate  showing such adjustment or
     readjustment, and shall mail such certificate, by first class mail, postage
     prepaid, to each registered holder of Series A Convertible  Preferred Stock
     at the holder's  address as shown in the Company's  books.  The certificate
     shall set forth  such  adjustment  or  readjustment,  showing in detail the
     facts upon which such adjustment or readjustment is based.


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          4J. Certain  Definitions.  "Acquisition" shall mean any transaction or
     series of related transactions to which the Corporation is a party in which
     in  excess  of  fifty  percent  (50%)  of the  Company's  voting  power  is
     transferred. "Asset Transfer" shall mean a sale, lease or other disposition
     of all or substantially all of the assets of the Company.

          5. Voting Rights


          5A. Number of Votes.  Except as otherwise required by law, the holders
     of Series A Convertible Preferred Stock and the holders of the Common Stock
     shall be  entitled to notice of any  stockholders'  meeting and to vote any
     matter submitted to a stockholder  vote, as a single class on the following
     basis:

               (a) Each share of Common Stock issued and outstanding  shall have
               one vote per share; and

               (b) Each share of Series A Convertible Preferred Stock issued and
               outstanding shall have 10 votes per share.

          5B. Voting As a Class.  Each share of Series A  Convertible  Preferred
     Stock  issued and  outstanding  shall also be  entitled  to one vote on all
     matters as to which  holders of Series A  Convertible  Preferred  Stock are
     required  to vote as a separate  class  pursuant  to the New York  Business
     Corporation  Law, and the holders of a majority of the Series A Convertible
     Preferred  Stock  entitled to vote shall bind the entire  class of Series A
     Convertible Preferred Stock.

          5C.  Notices.  The  Company  shall  give the  holders  of the Series A
     Convertible  Preferred  Stock the same prior  notice as given to holders of
     Common  Stock  according  to the By-laws of the Company of any matter to be
     submitted to such holders for a vote.

          6. Principal Office; Notices

          The address of the principal  office of the Company is located at 4002
     Eisenhower  Boulevard,  Tampa,  Florida  33634.  Any notice or  certificate
     required by the Certificate of Incorporation of the Company, as amended, or
     this  Certificate of Designations to be delivered to any holder of Series A
     Convertible Preferred Stock shall be deemed given when personally delivered
     to such holder or upon deposit in the United States Mail,  certified  mail,
     return receipt requested and addressed to such holder at his or its address
     appearing on the books of the Company.

          7. Cancellation of Series A Convertible Preferred Stock

          In the event any shares of Series A Convertible  Preferred Stock shall
     be converted,  liquidated or redeemed, the shares so converted,  liquidated
     or redeemed  shall be canceled,  shall return to the status of  authorized,
     but unissued  preferred  stock of no  designated  series,  and shall not be
     issuable by the Company as Series A Convertible Preferred Stock.

                                       8
<PAGE>

          8. Reservation of Shares

          Commencing  on the  Issuance  Date,  the  Company  shall at all  times
     reserve and keep  available,  out of its authorized but unissued  shares of
     Common  Stock,  solely for the purpose of effecting  the  conversion of the
     shares of Series A Convertible Preferred Stock into shares of Common Stock,
     the full number of shares of Common Stock  deliverable  upon  conversion of
     all of the shares of Series A Convertible Preferred Stock from time to time
     outstanding,  taking into account all  adjustments  required  herein in the
     Applicable  Conversion  Ratio.  If at any time the number of authorized but
     unissued   shares  of  Common  Stock  is  not   sufficient  to  effect  the
     conversation of all of the then outstanding  shares of Series A Convertible
     Preferred Stock pursuant to this Certificate of  Designations,  the Company
     shall take such  corporate  action as may, in the opinion of counsel to the
     Company,  be necessary to increase  the number of  authorized  but unissued
     shares of Common Stock to such number of shares as shall be sufficient  for
     such purposes.

          9. Amendments and Other Actions

          As long as any  shares of  Series A  Convertible  Preferred  Stock are
     outstanding,  the Company shall not,  without first  obtaining the approval
     (by vote or written  consent) of the holders of all of the then outstanding
     shares of Series A Convertible Preferred Stock, voting as a separate class:
     in any manner alter or change the rights,  preferences or privileges of the
     Series A Convertible Preferred Stock so as to affect adversely the Series A
     Convertible  Preferred  Stock;  or in any  manner  create  any new class or
     series of capital stock senior to the Series A Convertible  Preferred Stock
     with  respect  to the right to receive  dividends,  or  distributions  upon
     liquidation, winding up or dissolution of the Company.

          Notwithstanding  the foregoing,  when authorized by resolutions of the
     Board of Directors,  the Company may amend or supplement  this  Certificate
     without the consent of any holder of Series A Convertible  Preferred  Stock
     to cure any  ambiguity,  defect or  inconsistency  herein or make any other
     change herein,  provided that each such amendments or supplements shall not
     adversely affect the interests of the holders thereof.

          10. Registration and Transfer

          The Company shall maintain at its principal  executive  offices (or at
     the  offices of its  transfer  agent or such other  office or agency of the
     Company  as it may  designate  by notice  to the  holders  of the  Series A
     Convertible  Preferred Stock) a stock register for the Series A Convertible
     Preferred  Stock in which the Company  shall record the names and addresses
     of person in whose name the shares of Series A Convertible  Preferred Stock
     are issued,  as well as the name and address of each  permitted  transferee
     thereof.

          Prior to due  presentment  for  registration  of any transferee of any
     Series A Convertible  Preferred  Stock,  the Company may deem and treat the
     person in whose name any Series A Convertible Preferred Stock is registered
     as the absolute owner of such Series A Convertible  Preferred Stock and the
     Company shall not be affected by notice to the  contrary.  All transfers of
     Series  A  Convertible  Preferred  Stock  must  be  made  pursuant  to  the
     applicable rules and regulations of federal and state securities laws.

          No service  charge  shall be made to a holder of Series A  Convertible
     Preferred Stock for any registration, transfer or exchange.

                                       9
<PAGE>

     The Series B Convertible  Preferred Stock shall have the following  powers,
     designations, preferences and other special rights:

          1. Certain Definitions.

          "Average  Price"  means,  with  respect  to any  shares  of  stock  or
     securities,  including the Common Stock (as defined below),  on any date of
     determination, the average for the thirty (30) consecutive Trading Days (as
     defined below)  preceding and including such date of  determination  of the
     reported  last sale prices per share on the principal  national  securities
     exchange or inter-dealer  quotation  system on which such stock or security
     is listed or admitted  to trading,  or if not listed or admitted to trading
     on any national securities exchange or inter-dealer  quotation system or if
     last sale  prices  are not  available,  the  average  for the  thirty  (30)
     consecutive  Trading Days preceding and including the date of determination
     of the average of the closing bid and asked prices per share or security in
     the over-the-counter  market as published by the National Quotation Service
     or the OTC  Bulletin  Board  or, if no such  quotations  are  published  or
     furnished, by any New York Stock Exchange member firm selected from time to
     time by the Company for that purpose.

          "Common  Stock"  means the common  stock,  $.0033  par  value,  of the
     Company,  including the stock into which the Series B Convertible Preferred
     Stock is  convertible,  and any  capital  stock of any class of the Company
     thereafter  authorized  that shall not be limited to a fixed sum in respect
     of the rights of the holders  thereof to participate in dividends or in the
     distribution  of assets  upon the  voluntary  or  involuntary  liquidation,
     dissolution or winding up of the Company.

          "Current  Market  Price"  shall  mean,  with  respect to any shares of
     capital  stock or other  securities,  (i) if such stock or  securities  are
     listed or  admitted  to  trading on a national  securities  exchange  or an
     inter-dealer quotation system or traded in the over-the-counter market, the
     price per share or security, as the case may be, at the close of trading on
     the Trading Day on which the  relevant  determination  is to be made or, if
     such day is not a Trading Day, the Trading Day  immediately  preceding such
     day and (ii) if such  stock  or  security  is not so  listed,  admitted  or
     traded,  the fair market value of such stock or security as  determined  by
     the Managing  Directors of the Company or, if such parties cannot agree, as
     determined by an Independent Appraiser (as defined below).

          "Excluded  Stock" means (a) the Series B Convertible  Preferred Stock;
     (b) any Common Stock issued or to be issued (i) pursuant to the  conversion
     of the Series B Convertible  Preferred  Stock (ii) pursuant to the exercise
     of any stock  options  or  warrants  currently  outstanding  or  options or
     warrants  issued after the date hereof having an exercise price equal to or
     greater  than the  Current  Market  Price,  or (iii)  except  as  otherwise
     provided  herein,  upon the  actual  issue of  Common  Stock or  securities
     convertible  into  Common  Stock at the  time of  exercise  of any  rights,
     options or warrants to purchase Common Stock or any securities  convertible
     into  Common  Stock,  as  appropriate,  or upon  conversion  or exchange of
     securities  convertible  into Common Stock;  and (c) in addition to (a) and
     (b) hereof,  an aggregate of 4,000,000  shares of Common Stock to be issued
     on or after  January  1,  2003 at less  than the  Conversion  Price  either
     directly or on the conversion of any  convertible  securities  issued after
     the date hereof.

                                       10
<PAGE>

          "Independent  Appraiser" means an investment  banking firm,  appraisal
     firm or any other financial expert of recognized  national  standing in the
     United  States,  selected  by the  holders  of a  majority  of the Series B
     Convertible  Preferred Stock and reasonably acceptable to the Company, that
     does  not  (or  whose  directors,   officers,   employees,   affiliates  or
     stockholders do not) have a direct or indirect material  financial interest
     in the Company or a 5% or greater holder of Series B Convertible  Preferred
     Stock,  who has not been, and, at the time called upon to give  independent
     financial  advice  to the  Company  or a holder  of  Series  B  Convertible
     Preferred Stock, is not (and none of its directors, officers, affiliates or
     stockholders are) a promoter, director or officer of the Company.

          "Trading Day" means (i) if the relevant stock or security is listed or
     admitted for trading on the New York Stock  Exchange or any other  national
     securities  exchange,  a day on which such  exchange is open for  business;
     (ii) if the  relevant  stock or security  is quoted on the Nasdaq  National
     Market or any other  system of automated  dissemination  of  quotations  of
     securities  prices,  a day on which  trades may be  effected  through  such
     system;  or (iii)  if the  relevant  stock or  security  is not  listed  or
     admitted for trading on any national  securities  exchange or quoted on the
     Nasdaq  National  or  SmallCap  Markets  or any other  system of  automated
     dissemination  of  quotation  of  securities  prices,  a day on  which  the
     relevant   stock  or   security   is  traded  in  a  regular   way  in  the
     over-the-counter  market  and for which a closing  bid and a closing  asked
     price for such stock or security are available.

          2. Dividends.

          2A. The holders of the Series B Convertible  Preferred  Stock shall be
     entitled  to  receive  dividends,  which  shall  begin to  accrue on and be
     cumulative  from the date of  issuance  ("Issuance  Date") of the  Series B
     Convertible  Preferred  Stock  (whether  or not such  dividends  have  been
     declared and whether or not there shall be net profits or net assets of the
     Company  legally  available for the payment of such dividends) in an annual
     amount  equal to the issue  price of such  Series B  Convertible  Preferred
     Stock plus any accrued but unpaid dividends (the "Liquidation  Preference")
     times eight  percent (8%)  through  January 31, 2005 and  thereafter  times
     twelve (12%) (the "Dividend Amount").  The Dividend Amount shall be payable
     on February 1 of each year commencing  2004 (the "Dividend  Payment Dates")
     either in cash or in kind by issuance by the Company of  additional  shares
     of Series B Convertible Preferred Stock (the "PIK Shares") at the option of
     the Company.  In the event that the applicable  Dividend Amount is not paid
     in cash within thirty (30) days of the relevant  Dividend Payment Date, the
     Company  shall  be  deemed  for all  purposes  to have  elected  to pay the
     relevant  Dividend Amount in PIK Shares. If the Company elects or is deemed
     to have  elected to pay any Dividend  Amount in PIK Shares,  each holder of
     Series B  Convertible  Preferred  Stock shall be deemed to be the holder of
     record of such  holder's  pro rata  share of the PIK Shares  issuable  with
     respect to the  relevant  Dividend  Amount  notwithstanding  that the stock
     transfer  books of the  Company  shall then be closed or that  certificates
     evidencing  such PIK Shares shall not have been actually  delivered to such
     holder of Series B Convertible Preferred Stock. In the event that dividends
     on the Series B Convertible  Preferred Stock are paid with PIK Shares, each
     such PIK  Share (i)  shall be  valued  at the then  applicable  Liquidation
     Preference per share and (ii) shall have the same Liquidation Preference as
     each share of Series B  Convertible  Preferred  Stock with respect to which
     the PIK Share  constituted  a dividend.  No dividends  shall be paid on any
     Common Stock of the Company or any capital  stock of the Company that ranks
     junior to or on parity with the Series B Convertible Preferred Stock during
     any fiscal year of the Company until  dividends in the  aggregate  Dividend

                                       11
<PAGE>

     Amount per share (as  adjusted  for any stock  dividends,  combinations  or
     splits with respect to such shares) of Series B Convertible Preferred Stock
     for the current and each prior  Dividend  Payment Date shall have been paid
     or declared and set apart for payment to the Series B Convertible Preferred
     Stock holders.

          2B. The amount of dividends payable for any period shorter than a full
     year shall be determined on the basis of twelve 30-day months and a 360-day
     year. Dividends paid on the shares of Series B Convertible  Preferred Stock
     in an  amount  less than the total  amount  of such  dividends  at the time
     accrued and payable on such shares shall be allocated  pro rata on a share-
     by-share basis among all such shares at the time outstanding.

          2C. So long as any shares of the Series B Convertible  Preferred Stock
     are  outstanding,  no dividends  shall be declared or paid or set apart for
     payment on any other  preferred stock of the Company of any series ranking,
     as to  dividends,  junior to or on a parity  with the Series B  Convertible
     Preferred  Stock,  unless a dividend shall be paid at the same time to each
     holder of Series B Convertible  Preferred Stock, in an amount such that the
     holders of such other series of preferred  stock,  on the one hand, and the
     holders of Series B  Convertible  Preferred  Stock,  on the other,  receive
     dividends in the same  relative  proportions  that each would have received
     had all such shares of  preferred  stock been  converted  into Common Stock
     immediately prior to the declaration of a dividend on such preferred stock.

          3. Liquidation. (a) Upon any liquidation, dissolution or winding up of
     the Company, whether voluntary or involuntary, the holders of the shares of
     Series  B  Convertible  Preferred  Stock  shall  be  entitled,  before  any
     distributions  shall be made to the  holders  of the Common  Stock,  or any
     other class of capital stock of the Company  ranking junior to the Series B
     Convertible   Preferred  Stock,  to  be  paid  an  amount  (the  "Series  B
     Liquidation  Amount")  equal  to  greater  of  (i)  twice  the  Liquidation
     Preference per share  (appropriately  adjusted to reflect the occurrence of
     any stock split, stock dividend,  stock  combination,  stock subdivision or
     like  occurrences) or (ii) the aggregate pro rata liquidating  distribution
     per share payable to holders of Series B Convertible  Preferred Stock on an
     as-converted  basis.  Written  notice of such  liquidation,  dissolution or
     winding up, stating a payment date, the Series B Liquidation Amount and the
     place  where  said sums shall be  payable  shall be given by mail,  postage
     prepaid,  not less than 30 or more than 60 days prior to the  payment  date
     stated  therein,  to the  holders  of  record of the  Series B  Convertible
     Preferred  Stock,  such notice to be addressed to each  shareholder  at his
     post office address as shown by the records of the Company.

          (b)  Any   Acquisition   or  Asset  Transfer  may  be  regarded  as  a
     liquidation,  dissolution or winding up of the Company for purposes of this
     Section 3 upon the  election  of the  holders of at least a majority of the
     outstanding shares of Series B Convertible Preferred Stock (voting together
     as a single class).  The Company will not enter into any transaction  which
     provides  for an  Acquisition  Asset  Transfer  without  providing  for the
     ability of the holders of the Series B Convertible Preferred Stock upon the
     affirmative  vote of a majority as described in the preceding  sentence) to
     receive  consideration in connection with such transaction in an amount not
     less than the amount they would have received had the consideration payable
     by any third party in  connection  with such  transaction  been paid to the
     Company, which then completed a liquidation in accordance with this Section
     3 (provided  that for the  purpose of  calculating  the pro forma  Series B
     Liquidation  Amount  for  purposes  of such  deemed  liquidation,  the word
     "twice" set forth in the preceding paragraph  concerning the calculation fo
     the Series B  Liquidation  Amount  shall be deemed to be replaced  with the
     words "one and a half times"). Nothing in this Section 3 shall be construed
     to prevent the holders of the Series B Convertible Preferred Stock ,in lieu
     of any other rights  described in this  paragraph,  from  exercising  their
     Conversion Rights at any time up to or simultaneous with any Acquisition or
     Asset Transfer.


                                       12
<PAGE>

          (c) Holders of Series B  Convertible  Preferred  Stock shall rank pari
     passu to the  holders of Series A  Convertible  Preferred  Stock under this
     paragraph 3.

          4. Conversion.

          The  shares  of  Series B  Convertible  Preferred  Stock  shall be (i)
     subject  to the  following  conversion  terms and (ii) the  holders  of the
     Series B Convertible  Preferred Stock shall have the right to convert their
     shares of Series B Convertible  Preferred Stock into shares of Common Stock
     as follows (the "Conversion Rights"):

          4A.  Right to Convert.  Each Share of Series B  Convertible  Preferred
     Stock is convertible,  without the payment of any additional  consideration
     by the  holder  thereof,  at any time at the  option of the  holder of such
     shares into the number of fully paid non-assessable  shares of Common Stock
     equal to the quotient obtained by dividing (i) the product of the number of
     shares of Series B Convertible  Preferred Stock being converted  multiplied
     by $16.00,  (ii) by the then  current  Conversion  Price  (the  "Applicable
     Conversion  Ratio").  The initial  "Conversion  Price"  shall be $.80.  The
     Conversion  Price is subject to further  adjustment  pursuant  to the anti-
     dilution provisions described in Section 4D, E, F, G and H below.

          4B.  Automatic   Conversion.   Each  share  of  outstanding  Series  B
     Convertible Preferred Stock shall automatically be converted into shares of
     Common Stock at the then effective Applicable  Conversion Ratio, if, at any
     time  following  the Issuance  Date and provided the Common Stock  issuable
     upon  conversion  of the  Preferred  Stock  is  covered  by a then  current
     registration  statement of the Company which has been declared effective by
     the  Securities  and Exchange  Commission,  (i) a closing  takes place of a
     Public  Offering  (as  defined  below) at a price  equal to or in excess of
     three times the Conversion  Price.  "Public  Offering"  shall mean a public
     offering of Common  Stock  subject to a firm  commitment  underwriting  (an
     "Underwriting"),  pursuant to an effective  registration  statement  (other
     than a registration  statement on Form S-4 or S-8) under the Securities Act
     of  1933,  as  amended  (the  "Act"),  which  registration   statement  and
     Underwriting cover the offer and the sale of Common Stock to the public for
     the account of the Company  resulting in gross cash proceeds to the Company
     as seller of not less than  $15,000,000,  before deducting any underwriting
     commissions and other  compensation,  or (ii) the price of the Common Stock
     for any 30  consecutive  trading  days  equals or exceeds  three  times the
     Conversion  Price and the average  daily  trading  volume for the Company's
     Common Stock for the 30 consecutive trading days exceeds 100,000 shares.

          4C.  Mechanics of  Conversion.  No  fractional  shares of Common Stock
     shall be issued  upon  conversion  of the  Series B  Convertible  Preferred
     Stock. In lieu of any fractional shares to which the holder would otherwise
     be entitled, the Company shall pay cash for any fractional share. Except in
     the case of a conversion  pursuant to Section 4B hereof,  before any holder
     of Series B Convertible Preferred Stock may convert the same into shares of
     Common Stock,  each holder shall  surrender the certificate or certificates
     therefor,  duly  endorsed  for  transfer,  at the  principal  office of the
     Company or of any  transfer  agent for the Series B  Convertible  Preferred
     Stock,  and shall give  written  notice to the  Company at such office that
     such  holder  elects  to  convert  the  same.  On the date of a  conversion
     pursuant to Section 4B, any party  entitled to receive the shares of Common
     Stock  issuable upon such  conversion  shall be treated for all purposes as
     the record holder of all such shares of Common Stock on such date,  whether

                                       13
<PAGE>

     or not such holder has surrendered the certificate or certificates for such
     holder's shares of Series B Convertible Preferred Stock. The Company shall,
     as soon as practicable thereafter, issue and deliver at such office to such
     holder  of  Series  B  Convertible   Preferred   Stock,  a  certificate  or
     certificates  for the  number of  shares of Common  Stock to which it or he
     shall be entitled as aforesaid,  together with cash in lieu of any fraction
     of a share.  Except in the case of a conversion  pursuant to Section  4(b),
     such conversion shall be deemed to have been made immediately  prior to the
     close of business on the date of such  surrender  of the shares of Series B
     Convertible Preferred Stock to be converted,  the then holders of record of
     Series B Convertible  Preferred  Stock shall be treated for all purposes as
     the record holder or holders of such shares of Common Stock on such date.

          4D. Adjustment for Stock Splits and Combinations.  If the Company,  at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series B Convertible  Preferred Stock pursuant
     to Section 4(B) hereof,  effects a subdivision  of the  outstanding  Common
     Stock  without a  corresponding  subdivision  of the  Series B  Convertible
     Preferred  Stock,  the Applicable  Conversion  Ratio in effect  immediately
     before that subdivision shall be proportionately decreased.  Conversely, if
     the Company  shall at any time or from time to time after the Issuance Date
     combine the  outstanding  shares of Common  Stock into a smaller  number of
     shares  without a  corresponding  combination  of the Series B  Convertible
     Preferred  Stock,  the Applicable  Conversion  Ratio in effect  immediately
     before  the  effective  date of the  combination  shall be  proportionately
     increased.  Any  adjustment in the Applicable  Conversion  Ratio under this
     Section  4(d) shall  become  effective at the close of business on the date
     the subdivision or combination becomes effective.

          4E.  Adjustment for Common Stock Dividends and  Distributions.  If the
     Company at any time or from time to time after the Issuance  Date and prior
     to the automatic  conversion of the Series B  Convertible  Preferred  Stock
     pursuant  to  Section  4(B)  hereof  makes,  or  fixes a record  date  for,
     determination  of holders of Common Stock entitled to receive a dividend or
     other  distribution  payable in additional  shares of Common Stock, in each
     such  event,  the  Applicable  Conversion  Ratio  then in  effect  shall be
     decreased  as of the  effective  date of the  issuance  of such  additional
     shares of Common Stock,  or, in the event such record date is fixed,  as of
     the close of business on such record date, by  multiplying  the  Applicable
     Conversion Ratio then in effect by a fraction (i) the numerator of which is
     the  total  number  of  shares  of  Common  Stock  issued  and  outstanding
     immediately prior to the time of such issuance or, the close of business on
     such record date as the case may be, and (ii) the  denominator  of which is
     the  total  number  of  shares  of  Common  Stock  issued  and  outstanding
     immediately  prior to the time of such issuance or the close of business on
     such record  date,  plus the number of shares of Common  Stock  issuable in
     payment of such dividend or distribution;  provided,  however, that if such
     record  date is  fixed  and  such  dividend  is not  fully  paid or if such
     distribution is not fully made on the date fixed  therefor,  the Applicable
     Conversion  Ratio  shall  be  recomputed  accordingly  as of the  close  of
     business on such record date and thereafter the Applicable Conversion Ratio
     shall be  adjusted  pursuant  to this  Section  4(e) to reflect  the actual
     payment of such dividend or distribution.

          4F. Adjustment for Reclassification,  Exchange and Substitution. If at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series B Convertible  Preferred Stock pursuant
     to Section 4(B) hereof,  the Common Stock  issuable upon the  conversion of
     the Series B  Convertible  Preferred  Stock is  changed  into the same or a
     different number of shares of any class or classes of stock of the Company,
     whether by  recapitalization,  reclassification or otherwise (other than an
     Acquisition or Asset  Transfer (as defined in  sub-section  (j) below) or a
     subdivision  or  combination  of shares or stock  dividend  or a  corporate
     reorganization,  merger or  consolidation  provided  for  elsewhere in this
     Section  4, in any  such  event  each  holder  of any  shares  of  Series B
     Convertible   Preferred  Stock  then  outstanding   shall  have  the  right

                                       14
<PAGE>

     thereafter  to  convert  such  stock  into the kind and amount of stock and
     other  securities  and/or property  receivable upon such  recapitalization,
     reclassification or other change by holders of the maximum number of shares
     of Common  Stock into which such shares of Series B  Convertible  Preferred
     Stock could have been converted immediately prior to such recapitalization,
     reclassification  or change,  all subject to further adjustment as provided
     herein or with  respect to such other  securities  or property by the terms
     thereof.

          4G. Reorganizations, Mergers, Consolidations or Sales of Assets. If at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series B Convertible  Preferred Stock pursuant
     to Section 4(B)  hereof,  there is a capital  reorganization  of the Common
     Stock  other  than (i) an  Acquisition  or Asset  Transfer  (as  defined in
     section 4(j) below), or (ii) a recapitalization,  subdivision, combination,
     reclassification, exchange or substitution of shares provided for elsewhere
     in this Section 4 (each such transaction described in the foregoing clauses
     (i)  and  (ii),  a   "Reorganization   Transaction")  as  a  part  of  such
     Reorganization Transaction,  provision shall be made so that the holders of
     the Series B Convertible  Preferred  Stock shall  thereafter be entitled to
     receive upon  conversion  of the Series B Convertible  Preferred  Stock the
     number of shares of stock or other  securities  or  property  of which they
     would be entitled to receive had they  converted  their  shares of Series B
     Convertible  Preferred Stock into shares of Common Stock on the date of (A)
     the  first  day   immediately   prior  to  the   effective   date  of  such
     Reorganization  Transaction or (B) the record date for such  Reorganization
     Transaction,  whichever is applicable to the Reorganization Transaction. In
     any such case, all  adjustments  that otherwise would have been required to
     be made in the  Applicable  Conversion  Ratio  and the  number of shares of
     Common Stock that the holders of Series B Convertible  Preferred  Stock are
     entitled to receive upon  conversion of the Series B Convertible  Preferred
     Stock  pursuant  to this  Section 4 on or prior to such date  shall be made
     prior to  calculating  the amount or number of securities  and/or  property
     receivable  by  such  holders  in  connection   with  such   Reorganization
     Transaction.

          4H. Sale of Shares At Price Below The Initial  Conversion Price. If at
     any time or from time to time, subsequent to the Issuance Date and prior to
     the  closing  of the  Public  Offering  referenced  in this  Section 4, the
     Company issues or sells,  or is deemed to have issued or sold shares of its
     capital stock for consideration of a price of less than $.80 per share, the
     Conversion  Price  shall be  adjusted  to be such lower  price at which the
     Company issued or sold shares of its capital stock.

     For purposes of this Section 4H. sales or issuances of capital stock by the
     Company shall not include Excluded Stock or stock  dividends,  stock splits
     or reclassifications.

          4I.  Certificate  of  Adjustment.  In each  case of an  adjustment  or
     readjustment of the Applicable Conversion Ratio and the number of shares of
     Common Stock or other  securities  thus  issuable  upon  conversion  of the
     Series B Convertible Preferred Stock, if the Series B Convertible Preferred
     Stock is then convertible  pursuant to this Section 4, the Company,  at its
     expense,  shall compute such  adjustment or readjustment in accordance with
     the provisions hereof and prepare a certificate  showing such adjustment or
     readjustment, and shall mail such certificate, by first class mail, postage
     prepaid, to each registered holder of Series B Convertible  Preferred Stock
     at the holder's  address as shown in the Company's  books.  The certificate
     shall set forth  such  adjustment  or  readjustment,  showing in detail the
     facts upon which such adjustment or readjustment is based.

                                       15
<PAGE>

          4J. Certain  Definitions.  "Acquisition" shall mean any transaction or
     series of related transactions to which the Corporation is a party in which
     in  excess  of  fifty  percent  (50%)  of the  Company's  voting  power  is
     transferred. "Asset Transfer" shall mean a sale, lease or other disposition
     of all or substantially all of the assets of the Company.

          4K. Approval of  Stockholders.  Notwithstanding  the foregoing,  until
     such time as the Company has obtained the approval of its  stockholders for
     the  issuance and sale of the Series B  Convertible  Preferred  Stock,  the
     conversion of the Series B Convertible  Preferred Stock shall be restricted
     to the extent that the Common Stock issuable upon  conversion of the Series
     B  Convertible  Preferred  Stock  and the  Warrants  issued  in  connection
     therewith shall, in the aggregate,  be no more than 19.9% of the issued and
     outstanding Common Stock on the date of the issuance and sale of the Series
     B Convertible Preferred Stock.

          5. Voting Rights

          5A. Number of Votes.  Except as otherwise required by law, the holders
     of Series B Convertible Preferred Stock and the holders of the Common Stock
     shall be  entitled to notice of any  stockholders'  meeting and to vote any
     matter submitted to a stockholder  vote, as a single class on the following
     basis:

               (a) Each share of Common Stock issued and outstanding  shall have
               one vote per share; and

               (b) Each share of Series B Convertible Preferred Stock issued and
               outstanding shall have 10 votes per share.

          5B. Voting As a Class.  Each share of Series B  Convertible  Preferred
     Stock  issued and  outstanding  shall also be  entitled  to one vote on all
     matters as to which  holders of Series B  Convertible  Preferred  Stock are
     required  to vote as a separate  class  pursuant  to the New York  Business
     Corporation  Law, and the holders of a majority of the Series B Convertible
     Preferred  Stock  entitled to vote shall bind the entire  class of Series B
     Convertible Preferred Stock.

          5C.  Notices.  The  Company  shall  give the  holders  of the Series B
     Convertible  Preferred  Stock the same prior  notice as given to holders of
     Common  Stock  according to the By- laws of the Company of any matter to be
     submitted to such holders for a vote.

          6. Principal Office; Notices

          The address of the principal  office of the Company is located at 4002
     Eisenhower  Boulevard,  Tampa,  Florida  33634.  Any notice or  certificate
     required by the Certificate of Incorporation of the Company, as amended, or
     this  Certificate of Designations to be delivered to any holder of Series B
     Convertible Preferred Stock shall be deemed given when personally delivered
     to such holder or upon deposit in the United States Mail,  certified  mail,
     return receipt requested and addressed to such holder at his or its address
     appearing on the books of the Company.


                                       16
<PAGE>

          7. Cancellation of Series B Convertible Preferred Stock

          In the event any shares of Series B Convertible  Preferred Stock shall
     be converted,  liquidated or redeemed, the shares so converted,  liquidated
     or redeemed  shall be canceled,  shall return to the status of  authorized,
     but unissued  preferred  stock of no  designated  series,  and shall not be
     issuable by the Company as Series B Convertible Preferred Stock.

          8. Reservation of Shares

          Commencing  on the  Issuance  Date,  the  Company  shall at all  times
     reserve and keep  available,  out of its authorized but unissued  shares of
     Common  Stock,  solely for the purpose of effecting  the  conversion of the
     shares of Series B Convertible Preferred Stock into shares of Common Stock,
     the full number of shares of Common Stock  deliverable  upon  conversion of
     all of the shares of Series B Convertible Preferred Stock from time to time
     outstanding,  taking into account all  adjustments  required  herein in the
     Applicable  Conversion  Ratio.  If at any time the number of authorized but
     unissued   shares  of  Common  Stock  is  not   sufficient  to  effect  the
     conversation of all of the then outstanding  shares of Series B Convertible
     Preferred Stock pursuant to this Certificate of  Designations,  the Company
     shall take such  corporate  action as may, in the opinion of counsel to the
     Company,  be necessary to increase  the number of  authorized  but unissued
     shares of Common Stock to such number of shares as shall be sufficient  for
     such purposes.

          9. Amendments and Other Actions

          As long as any  shares of  Series B  Convertible  Preferred  Stock are
     outstanding,  the Company shall not,  without first  obtaining the approval
     (by vote or written  consent) of the holders of all of the then outstanding
     shares of Series B Convertible Preferred Stock, voting as a separate class:
     in any manner alter or change the rights,  preferences or privileges of the
     Series B Convertible Preferred Stock so as to affect adversely the Series B
     Convertible  Preferred  Stock;  or in any  manner  create  any new class or
     series of capital stock senior to the Series B Convertible  Preferred Stock
     with  respect  to the right to receive  dividends,  or  distributions  upon
     liquidation, winding up or dissolution of the Company.

          Notwithstanding  the foregoing,  when authorized by resolutions of the
     Board of Directors,  the Company may amend or supplement  this  Certificate
     without the consent of any holder of Series B Convertible  Preferred  Stock
     to cure any  ambiguity,  defect or  inconsistency  herein or make any other
     change herein,  provided that each such amendments or supplements shall not
     adversely affect the interests of the holders thereof.

          10. Registration and Transfer

          The Company shall maintain at its principal  executive  offices (or at
     the  offices of its  transfer  agent or such other  office or agency of the
     Company  as it may  designate  by notice  to the  holders  of the  Series B
     Convertible  Preferred Stock) a stock register for the Series B Convertible
     Preferred  Stock in which the Company  shall record the names and addresses
     of person in whose name the shares of Series B Convertible  Preferred Stock
     are issued,  as well as the name and address of each  permitted  transferee
     thereof.

          Prior to due  presentment  for  registration  of any transferee of any
     Series B Convertible  Preferred  Stock,  the Company may deem and treat the
     person in whose name any Series B Convertible Preferred Stock is registered

                                       17
<PAGE>

     as the absolute owner of such Series B Convertible  Preferred Stock and the
     Company shall not be affected by notice to the  contrary.  All transfers of
     Series  B  Convertible  Preferred  Stock  must  be  made  pursuant  to  the
     applicable rules and regulations of federal and state securities laws.

          No service  charge  shall be made to a holder of Series B  Convertible
     Preferred Stock for any registration, transfer or exchange.

     The Series C Convertible  Preferred Stock shall have the following  powers,
     designations, preferences and other special rights:

          1. Certain Definitions.

          Average  Price"  means,  with  respect  to  any  shares  of  stock  or
     securities,  including the Common Stock (as defined below),  on any date of
     determination, the average for the thirty (30) consecutive Trading Days (as
     defined below)  preceding and including such date of  determination  of the
     reported  last sale prices per share on the principal  national  securities
     exchange or inter-dealer  quotation  system on which such stock or security
     is listed or admitted  to trading,  or if not listed or admitted to trading
     on any national securities exchange or inter-dealer  quotation system or if
     last sale  prices  are not  available,  the  average  for the  thirty  (30)
     consecutive  Trading Days preceding and including the date of determination
     of the average of the closing bid and asked prices per share or security in
     the over-the-counter  market as published by the National Quotation Service
     or the OTC  Bulletin  Board  or, if no such  quotations  are  published  or
     furnished, by any New York Stock Exchange member firm selected from time to
     time by the Company for that purpose.

          "Common  Stock"  means the common  stock,  $.0033  par  value,  of the
     Company,  including the stock into which the Series C Convertible Preferred
     Stock is  convertible,  and any  capital  stock of any class of the Company
     thereafter  authorized  that shall not be limited to a fixed sum in respect
     of the rights of the holders  thereof to participate in dividends or in the
     distribution  of assets  upon the  voluntary  or  involuntary  liquidation,
     dissolution or winding up of the Company.

          "Current  Market  Price"  shall  mean,  with  respect to any shares of
     capital  stock or other  securities,  (i) if such stock or  securities  are
     listed or  admitted  to  trading on a national  securities  exchange  or an
     inter-dealer quotation system or traded in the over-the-counter market, the
     price per share or security, as the case may be, at the close of trading on
     the Trading Day on which the  relevant  determination  is to be made or, if
     such day is not a Trading Day, the Trading Day  immediately  preceding such
     day and (ii) if such  stock  or  security  is not so  listed,  admitted  or
     traded,  the fair market value of such stock or security as  determined  by
     the Managing  Directors of the Company or, if such parties cannot agree, as
     determined by an Independent Appraiser (as defined below).

          "Excluded  Stock" means (a) the Series C Convertible  Preferred Stock;
     (b) any Common Stock issued or to be issued (i) pursuant to the  conversion
     of the Series C Convertible  Preferred  Stock (ii) pursuant to the exercise
     of any stock  options  or  warrants  currently  outstanding  or  options or
     warrants  issued after the date hereof having an exercise price equal to or
     greater  than the  Current  Market  Price,  or (iii)  except  as  otherwise
     provided  herein,  upon the  actual  issue of  Common  Stock or  securities
     convertible  into  Common  Stock at the  time of  exercise  of any  rights,


                                       18
<PAGE>

     options or warrants to purchase Common Stock or any securities  convertible
     into  Common  Stock,  as  appropriate,  or upon  conversion  or exchange of
     securities  convertible  into Common Stock;  and (c) in addition to (a) and
     (b) hereof,  an aggregate of 4,000,000  shares of Common Stock to be issued
     on or after  January  1,  2003 at less  than the  Conversion  Price  either
     directly or on the conversion of any  convertible  securities  issued after
     the date hereof.

          "Independent  Appraiser" means an investment  banking firm,  appraisal
     firm or any other financial expert of recognized  national  standing in the
     United  States,  selected  by the  holders  of a  majority  of the Series C
     Convertible  Preferred Stock and reasonably acceptable to the Company, that
     does  not  (or  whose  directors,   officers,   employees,   affiliates  or
     stockholders do not) have a direct or indirect material  financial interest
     in the Company or a 5% or greater holder of Series C Convertible  Preferred
     Stock,  who has not been, and, at the time called upon to give  independent
     financial  advice  to the  Company  or a holder  of  Series  C  Convertible
     Preferred Stock, is not (and none of its directors, officers, affiliates or
     stockholders are) a promoter, director or officer of the Company.

          "Trading Day" means (i) if the relevant stock or security is listed or
     admitted for trading on the New York Stock  Exchange or any other  national
     securities  exchange,  a day on which such  exchange is open for  business;
     (ii) if the  relevant  stock or security  is quoted on the Nasdaq  National
     Market or any other  system of automated  dissemination  of  quotations  of
     securities  prices,  a day on which  trades may be  effected  through  such
     system;  or (iii)  if the  relevant  stock or  security  is not  listed  or
     admitted for trading on any national  securities  exchange or quoted on the
     Nasdaq  National  or  SmallCap  Markets  or any other  system of  automated
     dissemination  of  quotation  of  securities  prices,  a day on  which  the
     relevant   stock  or   security   is  traded  in  a  regular   way  in  the
     over-the-counter  market  and for which a closing  bid and a closing  asked
     price for such stock or security are available.

          2. Dividends.

          2A. The holders of the Series C Convertible  Preferred  Stock shall be
     entitled  to  receive  dividends,  which  shall  begin to  accrue on and be
     cumulative  from the date of  issuance  ("Issuance  Date") of the  Series C
     Convertible  Preferred  Stock  (whether  or not such  dividends  have  been
     declared and whether or not there shall be net profits or net assets of the
     Company  legally  available for the payment of such dividends) in an annual
     amount  equal to the issue  price of such  Series C  Convertible  Preferred
     Stock plus any accrued but unpaid dividends (the "Liquidation  Preference")
     times seven percent (7%) through April 30, 2005 and  thereafter  times nine
     (9%) (the "Dividend Amount"). The Dividend Amount shall be payable on May 1
     of each year commencing 2004 (the "Dividend  Payment Dates") either in cash
     or in kind by  issuance  by the  Company of  additional  shares of Series C
     Convertible  Preferred  Stock  (the  "PIK  Shares")  at the  option  of the
     Company.  In the event that the applicable  Dividend  Amount is not paid in
     cash within thirty (30) days of the relevant  Dividend  Payment  Date,  the
     Company  shall  be  deemed  for all  purposes  to have  elected  to pay the
     relevant  Dividend Amount in PIK Shares. If the Company elects or is deemed
     to have  elected to pay any Dividend  Amount in PIK Shares,  each holder of
     Series C  Convertible  Preferred  Stock shall be deemed to be the holder of
     record of such  holder's  pro rata  share of the PIK Shares  issuable  with
     respect to the  relevant  Dividend  Amount  notwithstanding  that the stock
     transfer  books of the  Company  shall then be closed or that  certificates
     evidencing  such PIK Shares shall not have been actually  delivered to such

                                       19
<PAGE>

     holder of Series C Convertible Preferred Stock. In the event that dividends
     on the Series C Convertible  Preferred Stock are paid with PIK Shares, each
     such PIK  Share (i)  shall be  valued  at the then  applicable  Liquidation
     Preference per share and (ii) shall have the same Liquidation Preference as
     each share of Series C  Convertible  Preferred  Stock with respect to which
     the PIK Share  constituted  a dividend.  No dividends  shall be paid on any
     Common Stock of the Company or any capital  stock of the Company that ranks
     junior to or on parity with the Series C Convertible Preferred Stock during
     any fiscal year of the Company until  dividends in the  aggregate  Dividend
     Amount per share (as  adjusted  for any stock  dividends,  combinations  or
     splits with respect to such shares) of Series C Convertible Preferred Stock
     for the current and each prior  Dividend  Payment Date shall have been paid
     or declared and set apart for payment to the Series C Convertible Preferred
     Stock holders.

          2B. The amount of dividends payable for any period shorter than a full
     year shall be determined on the basis of twelve 30-day months and a 360-day
     year. Dividends paid on the shares of Series C Convertible  Preferred Stock
     in an  amount  less than the total  amount  of such  dividends  at the time
     accrued and payable on such shares shall be allocated  pro rata on a share-
     by-share basis among all such shares at the time outstanding.

          2C. So long as any shares of the Series C Convertible  Preferred Stock
     are  outstanding,  no dividends  shall be declared or paid or set apart for
     payment on any other  preferred stock of the Company of any series ranking,
     as to  dividends,  junior to or on a parity  with the Series C  Convertible
     Preferred  Stock,  unless a dividend shall be paid at the same time to each
     holder of Series C Convertible  Preferred Stock, in an amount such that the
     holders of such other series of preferred  stock,  on the one hand, and the
     holders of Series C  Convertible  Preferred  Stock,  on the other,  receive
     dividends in the same  relative  proportions  that each would have received
     had all such shares of  preferred  stock been  converted  into Common Stock
     immediately prior to the declaration of a dividend on such preferred stock.

          3. Liquidation. (a) Upon any liquidation, dissolution or winding up of
     the Company, whether voluntary or involuntary, the holders of the shares of
     Series  C  Convertible  Preferred  Stock  shall  be  entitled,  before  any
     distributions  shall be made to the  holders  of the Common  Stock,  or any
     other class of capital stock of the Company  ranking junior to the Series C
     Convertible   Preferred  Stock,  to  be  paid  an  amount  (the  "Series  C
     Liquidation Amount") equal to greater of (i) the Liquidation Preference per
     share (appropriately adjusted to reflect the occurrence of any stock split,
     stock dividend,  stock combination,  stock subdivision or like occurrences)
     or (ii) the aggregate pro rata  liquidating  distribution per share payable
     to  holders  of Series C  Convertible  Preferred  Stock on an  as-converted
     basis.  Written  notice of such  liquidation,  dissolution  or winding  up,
     stating a payment date, the Series C Liquidation Amount and the place where
     said sums shall be payable  shall be given by mail,  postage  prepaid,  not
     less than 30 or more than 60 days prior to the payment date stated therein,
     to the holders of record of the Series C Convertible  Preferred Stock, such
     notice to be addressed to each  shareholder  at his post office  address as
     shown by the records of the Company.

          (b)  Any   Acquisition   or  Asset  Transfer  may  be  regarded  as  a
     liquidation,  dissolution or winding up of the Company for purposes of this
     Section 3 upon the  election  of the  holders of at least a majority of the
     outstanding shares of Series C Convertible Preferred Stock (voting together
     as a single class).  The Company will not enter into any transaction  which
     provides  for an  Acquisition  Asset  Transfer  without  providing  for the
     ability of the holders of the Series C Convertible Preferred Stock upon the
     affirmative  vote of a majority as described in the preceding  sentence) to
     receive  consideration in connection with such transaction in an amount not
     less than the amount they would have received had the consideration payable
     by any third party in  connection  with such  transaction  been paid to the


                                       20
<PAGE>

     Company, which then completed a liquidation in accordance with this Section
     3.  Nothing in this  Section 3 shall be construed to prevent the holders of
     the  Series C  Convertible  Preferred  Stock ,in lieu of any  other  rights
     described in this paragraph, from exercising their Conversion Rights at any
     time up to or simultaneous with any Acquisition or Asset Transfer.

          (c) Holders of Series C  Convertible  Preferred  Stock shall rank pari
     passu to the holders of Series A Convertible  Preferred  Stock and Series B
     Convertible Preferred Stock under this paragraph 3.

          4. Conversion.

          The  shares  of  Series C  Convertible  Preferred  Stock  shall be (i)
     subject  to the  following  conversion  terms and (ii) the  holders  of the
     Series C Convertible  Preferred Stock shall have the right to convert their
     shares of Series C Convertible  Preferred Stock into shares of Common Stock
     as follows (the "Conversion Rights"):

          4A.  Right to Convert.  Each Share of Series C  Convertible  Preferred
     Stock is convertible,  without the payment of any additional  consideration
     by the  holder  thereof,  at any time at the  option of the  holder of such
     shares into the number of fully paid non-assessable  shares of Common Stock
     equal to the quotient obtained by dividing (i) the product of the number of
     shares of Series C Convertible  Preferred Stock being converted  multiplied
     by $60.00,  (ii) by the then  current  Conversion  Price  (the  "Applicable
     Conversion  Ratio").  The initial  "Conversion  Price" shall be $1.00.  The
     Conversion  Price is subject to further  adjustment  pursuant  to the anti-
     dilution provisions described in Section 4D, E, F, G and H below.

          4B.  Automatic   Conversion.   Each  share  of  outstanding  Series  C
     Convertible Preferred Stock shall automatically be converted into shares of
     Common Stock at the then effective Applicable  Conversion Ratio, if, at any
     time  following  the Issuance  Date and provided the Common Stock  issuable
     upon  conversion  of the  Preferred  Stock  is  covered  by a then  current
     registration  statement of the Company which has been declared effective by
     the  Securities  and Exchange  Commission,  (i) a closing  takes place of a
     Public  Offering  (as  defined  below) at a price  equal to or in excess of
     three times the Conversion  Price.  "Public  Offering"  shall mean a public
     offering of Common  Stock  subject to a firm  commitment  underwriting  (an
     "Underwriting"),  pursuant to an effective  registration  statement  (other
     than a registration  statement on Form S-4 or S-8) under the Securities Act
     of  1933,  as  amended  (the  "Act"),  which  registration   statement  and
     Underwriting cover the offer and the sale of Common Stock to the public for
     the account of the Company  resulting in gross cash proceeds to the Company
     as seller of not less than  $15,000,000,  before deducting any underwriting
     commissions and other  compensation,  or (ii) the price of the Common Stock
     for any 30  consecutive  trading  days  equals or exceeds  three  times the
     Conversion  Price and the average  daily  trading  volume for the Company's
     Common Stock for the 30 consecutive trading days exceeds 100,000 shares.

          4C.  Mechanics of  Conversion.  No  fractional  shares of Common Stock
     shall be issued  upon  conversion  of the  Series C  Convertible  Preferred
     Stock. In lieu of any fractional shares to which the holder would otherwise
     be entitled, the Company shall pay cash for any fractional share. Except in
     the case of a conversion  pursuant to Section 4B hereof,  before any holder
     of Series C Convertible Preferred Stock may convert the same into shares of
     Common Stock,  each holder shall  surrender the certificate or certificates
     therefor,  duly  endorsed  for  transfer,  at the  principal  office of the
     Company or of any  transfer  agent for the Series C  Convertible  Preferred
     Stock,  and shall give  written  notice to the  Company at such office that
     such  holder  elects  to  convert  the  same.  On the date of a  conversion
     pursuant to Section 4B, any party  entitled to receive the shares of Common
     Stock  issuable upon such  conversion  shall be treated for all purposes as
     the record holder of all such shares of Common Stock on such date,  whether

                                       21
<PAGE>

     or not such holder has surrendered the certificate or certificates for such
     holder's shares of Series C Convertible Preferred Stock. The Company shall,
     as soon as practicable thereafter, issue and deliver at such office to such
     holder  of  Series  C  Convertible   Preferred   Stock,  a  certificate  or
     certificates  for the  number of  shares of Common  Stock to which it or he
     shall be entitled as aforesaid,  together with cash in lieu of any fraction
     of a share.  Except in the case of a conversion  pursuant to Section  4(b),
     such conversion shall be deemed to have been made immediately  prior to the
     close of business on the date of such  surrender  of the shares of Series C
     Convertible Preferred Stock to be converted,  the then holders of record of
     Series C Convertible  Preferred  Stock shall be treated for all purposes as
     the record holder or holders of such shares of Common Stock on such date.

          4D. Adjustment for Stock Splits and Combinations.  If the Company,  at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series C Convertible  Preferred Stock pursuant
     to Section 4(B) hereof,  effects a subdivision  of the  outstanding  Common
     Stock  without a  corresponding  subdivision  of the  Series C  Convertible
     Preferred  Stock,  the Applicable  Conversion  Ratio in effect  immediately
     before that subdivision shall be proportionately decreased.  Conversely, if
     the Company  shall at any time or from time to time after the Issuance Date
     combine the  outstanding  shares of Common  Stock into a smaller  number of
     shares  without a  corresponding  combination  of the Series C  Convertible
     Preferred  Stock,  the Applicable  Conversion  Ratio in effect  immediately
     before  the  effective  date of the  combination  shall be  proportionately
     increased.  Any  adjustment in the Applicable  Conversion  Ratio under this
     Section  4(d) shall  become  effective at the close of business on the date
     the subdivision or combination becomes effective.

          4E.  Adjustment for Common Stock Dividends and  Distributions.  If the
     Company at any time or from time to time after the Issuance  Date and prior
     to the automatic  conversion of the Series C  Convertible  Preferred  Stock
     pursuant  to  Section  4(B)  hereof  makes,  or  fixes a record  date  for,
     determination  of holders of Common Stock entitled to receive a dividend or
     other  distribution  payable in additional  shares of Common Stock, in each
     such  event,  the  Applicable  Conversion  Ratio  then in  effect  shall be
     decreased  as of the  effective  date of the  issuance  of such  additional
     shares of Common Stock,  or, in the event such record date is fixed,  as of
     the close of business on such record date, by  multiplying  the  Applicable
     Conversion Ratio then in effect by a fraction (i) the numerator of which is
     the  total  number  of  shares  of  Common  Stock  issued  and  outstanding
     immediately prior to the time of such issuance or, the close of business on
     such record date as the case may be, and (ii) the  denominator  of which is
     the  total  number  of  shares  of  Common  Stock  issued  and  outstanding
     immediately  prior to the time of such issuance or the close of business on
     such record  date,  plus the number of shares of Common  Stock  issuable in
     payment of such dividend or distribution;  provided,  however, that if such
     record  date is  fixed  and  such  dividend  is not  fully  paid or if such
     distribution is not fully made on the date fixed  therefor,  the Applicable
     Conversion  Ratio  shall  be  recomputed  accordingly  as of the  close  of
     business on such record date and thereafter the Applicable Conversion Ratio
     shall be  adjusted  pursuant  to this  Section  4(e) to reflect  the actual
     payment of such dividend or distribution.

          4F. Adjustment for Reclassification,  Exchange and Substitution. If at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series C Convertible  Preferred Stock pursuant
     to Section 4(B) hereof,  the Common Stock  issuable upon the  conversion of
     the Series C  Convertible  Preferred  Stock is  changed  into the same or a
     different number of shares of any class or classes of stock of the Company,
     whether by  recapitalization,  reclassification or otherwise (other than an
     Acquisition or Asset  Transfer (as defined in  sub-section  (j) below) or a

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     subdivision  or  combination  of shares or stock  dividend  or a  corporate
     reorganization,  merger or  consolidation  provided  for  elsewhere in this
     Section  4, in any  such  event  each  holder  of any  shares  of  Series C
     Convertible   Preferred  Stock  then  outstanding   shall  have  the  right
     thereafter  to  convert  such  stock  into the kind and amount of stock and
     other  securities  and/or property  receivable upon such  recapitalization,
     reclassification or other change by holders of the maximum number of shares
     of Common  Stock into which such shares of Series C  Convertible  Preferred
     Stock could have been converted immediately prior to such recapitalization,
     reclassification  or change,  all subject to further adjustment as provided
     herein or with  respect to such other  securities  or property by the terms
     thereof.

          4G. Reorganizations, Mergers, Consolidations or Sales of Assets. If at
     any time or from  time to time  after  the  Issuance  Date and prior to the
     automatic  conversion of the Series C Convertible  Preferred Stock pursuant
     to Section 4(B)  hereof,  there is a capital  reorganization  of the Common
     Stock  other  than (i) an  Acquisition  or Asset  Transfer  (as  defined in
     section 4(j) below), or (ii) a recapitalization,  subdivision, combination,
     reclassification, exchange or substitution of shares provided for elsewhere
     in this Section 4 (each such transaction described in the foregoing clauses
     (i)  and  (ii),  a   "Reorganization   Transaction")  as  a  part  of  such
     Reorganization Transaction,  provision shall be made so that the holders of
     the Series C Convertible  Preferred  Stock shall  thereafter be entitled to
     receive upon  conversion  of the Series C Convertible  Preferred  Stock the
     number of shares of stock or other  securities  or  property  of which they
     would be entitled to receive had they  converted  their  shares of Series C
     Convertible  Preferred Stock into shares of Common Stock on the date of (A)
     the  first  day   immediately   prior  to  the   effective   date  of  such
     Reorganization  Transaction or (B) the record date for such  Reorganization
     Transaction,  whichever is applicable to the Reorganization Transaction. In
     any such case, all  adjustments  that otherwise would have been required to
     be made in the  Applicable  Conversion  Ratio  and the  number of shares of
     Common Stock that the holders of Series C Convertible  Preferred  Stock are
     entitled to receive upon  conversion of the Series C Convertible  Preferred
     Stock  pursuant  to this  Section 4 on or prior to such date  shall be made
     prior to  calculating  the amount or number of securities  and/or  property
     receivable  by  such  holders  in  connection   with  such   Reorganization
     Transaction.

          4H. Sale of Shares At Price Below The Initial  Conversion Price. If at
     any time or from time to time, subsequent to the Issuance Date and prior to
     the  closing  of the  Public  Offering  referenced  in this  Section 4, the
     Company issues or sells,  or is deemed to have issued or sold shares of its
     capital  stock for  consideration  of a price of less than $1.00 per share,
     the Conversion  Price shall be adjusted to be such lower price at which the
     Company issued or sold shares of its capital stock.

     For purposes of this Section 4H. sales or issuances of capital stock by the
     Company shall not include Excluded Stock or stock  dividends,  stock splits
     or reclassifications.

          4I.  Certificate  of  Adjustment.  In each  case of an  adjustment  or
     readjustment of the Applicable Conversion Ratio and the number of shares of
     Common Stock or other  securities  thus  issuable  upon  conversion  of the
     Series C Convertible Preferred Stock, if the Series C Convertible Preferred
     Stock is then convertible  pursuant to this Section 4, the Company,  at its
     expense,  shall compute such  adjustment or readjustment in accordance with
     the provisions hereof and prepare a certificate  showing such adjustment or
     readjustment, and shall mail such certificate, by first class mail, postage
     prepaid, to each registered holder of Series C Convertible  Preferred Stock

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<PAGE>

     at the holder's  address as shown in the Company's  books.  The certificate
     shall set forth  such  adjustment  or  readjustment,  showing in detail the
     facts upon which such adjustment or readjustment is based.

          4J. Certain  Definitions.  "Acquisition" shall mean any transaction or
     series of related transactions to which the Corporation is a party in which
     in  excess  of  fifty  percent  (50%)  of the  Company's  voting  power  is
     transferred. "Asset Transfer" shall mean a sale, lease or other disposition
     of all or substantially all of the assets of the Company.

          4K. Approval of  Stockholders.  Notwithstanding  the foregoing,  until
     such time as the Company has obtained the approval of its  stockholders for
     the  issuance and sale of the Series C  Convertible  Preferred  Stock,  the
     conversion of the Series C Convertible  Preferred Stock shall be restricted
     to the extent that the Common Stock issuable upon  conversion of the Series
     C  Convertible  Preferred  Stock  and the  Warrants  issued  in  connection
     therewith shall, in the aggregate,  be no more than 19.9% of the issued and
     outstanding Common Stock on the date of the issuance and sale of the Series
     C Convertible Preferred Stock.

          5. Voting Rights

          5A. Number of Votes.  Except as otherwise required by law, the holders
     of Series C Convertible Preferred Stock and the holders of the Common Stock
     shall be  entitled to notice of any  stockholders'  meeting and to vote any
     matter submitted to a stockholder  vote, as a single class on the following
     basis:

                    (a) Each share of Common Stock issued and outstanding  shall
                    have one vote per share; and

                    (b) Each  share  of  Series C  Convertible  Preferred  Stock
                    issued and outstanding shall have 15 votes per share.

          5B. Voting As a Class.  Each share of Series C  Convertible  Preferred
     Stock  issued and  outstanding  shall also be  entitled  to one vote on all
     matters as to which  holders of Series C  Convertible  Preferred  Stock are
     required  to vote as a separate  class  pursuant  to the New York  Business
     Corporation  Law, and the holders of a majority of the Series C Convertible
     Preferred  Stock  entitled to vote shall bind the entire  class of Series C
     Convertible Preferred Stock.

          5C.  Notices.  The  Company  shall  give the  holders  of the Series C
     Convertible  Preferred  Stock the same prior  notice as given to holders of
     Common  Stock  according to the By- laws of the Company of any matter to be
     submitted to such holders for a vote.

          6. Principal Office; Notices

          The address of the principal  office of the Company is located at 4002
     Eisenhower  Boulevard,  Tampa,  Florida  33634.  Any notice or  certificate
     required by the Certificate of Incorporation of the Company, as amended, or
     this  Certificate of Designations to be delivered to any holder of Series C
     Convertible Preferred Stock shall be deemed given when personally delivered
     to such holder or upon deposit in the United States Mail,  certified  mail,
     return receipt requested and addressed to such holder at his or its address
     appearing on the books of the Company.

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<PAGE>

          7. Cancellation of Series C Convertible Preferred Stock

          In the event any shares of Series C Convertible  Preferred Stock shall
     be converted,  liquidated or redeemed, the shares so converted,  liquidated
     or redeemed  shall be canceled,  shall return to the status of  authorized,
     but unissued  preferred  stock of no  designated  series,  and shall not be
     issuable by the Company as Series C Convertible Preferred Stock.

          8. Reservation of Shares

          Commencing  on the  Issuance  Date,  the  Company  shall at all  times
     reserve and keep  available,  out of its authorized but unissued  shares of
     Common  Stock,  solely for the purpose of effecting  the  conversion of the
     shares of Series C Convertible Preferred Stock into shares of Common Stock,
     the full number of shares of Common Stock  deliverable  upon  conversion of
     all of the shares of Series C Convertible Preferred Stock from time to time
     outstanding,  taking into account all  adjustments  required  herein in the
     Applicable  Conversion  Ratio.  If at any time the number of authorized but
     unissued   shares  of  Common  Stock  is  not   sufficient  to  effect  the
     conversation of all of the then outstanding  shares of Series C Convertible
     Preferred Stock pursuant to this Certificate of  Designations,  the Company
     shall take such  corporate  action as may, in the opinion of counsel to the
     Company,  be necessary to increase  the number of  authorized  but unissued
     shares of Common Stock to such number of shares as shall be sufficient  for
     such purposes.

          9. Amendments and Other Actions

          As long as any  shares of  Series C  Convertible  Preferred  Stock are
     outstanding,  the Company shall not,  without first  obtaining the approval
     (by vote or written  consent) of the holders of all of the then outstanding
     shares of Series C Convertible Preferred Stock, voting as a separate class:
     in any manner alter or change the rights,  preferences or privileges of the
     Series C Convertible Preferred Stock so as to affect adversely the Series C
     Convertible  Preferred  Stock;  or in any  manner  create  any new class or
     series of capital stock senior to the Series C Convertible  Preferred Stock
     with  respect  to the right to receive  dividends,  or  distributions  upon
     liquidation, winding up or dissolution of the Company.

          Notwithstanding  the foregoing,  when authorized by resolutions of the
     Board of Directors,  the Company may amend or supplement  this  Certificate
     without the consent of any holder of Series C Convertible  Preferred  Stock
     to cure any  ambiguity,  defect or  inconsistency  herein or make any other
     change herein,  provided that each such amendments or supplements shall not
     adversely affect the interests of the holders thereof.

          10. Registration and Transfer

          The Company shall maintain at its principal  executive  offices (or at
     the  offices of its  transfer  agent or such other  office or agency of the
     Company  as it may  designate  by notice  to the  holders  of the  Series C
     Convertible  Preferred Stock) a stock register for the Series C Convertible
     Preferred  Stock in which the Company  shall record the names and addresses
     of person in whose name the shares of Series C Convertible  Preferred Stock
     are issued,  as well as the name and address of each  permitted  transferee
     thereof.

          Prior to due  presentment  for  registration  of any transferee of any
     Series C Convertible  Preferred  Stock,  the Company may deem and treat the
     person in whose name any Series C Convertible Preferred Stock is registered
     as the absolute owner of such Series C Convertible  Preferred Stock and the
     Company shall not be affected by notice to the  contrary.  All transfers of

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<PAGE>

     Series  C  Convertible  Preferred  Stock  must  be  made  pursuant  to  the
     applicable rules and regulations of federal and state securities laws.

          No service  charge  shall be made to a holder of Series C  Convertible
     Preferred Stock for any registration, transfer or exchange.

     4. The  amendment  was  authorized  by a vote at a meeting  of the Board of
Directors of the corporation.


                                        /s/ Walter M. Groteke
                                        ---------------------
                                        Walter M. Groteke
                                        Chairman of the Board


                                        /s/ Peter C. Castle
                                        ---------------------
                                        Peter C. Castle
                                        Vice President-Finance



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<PAGE>






                            CERTIFICATE OF AMENDMENT
                     TO THE CERTIFICATE OF INCORPORATION OF



                             NETWOLVES CORPORATION
                             ---------------------

               Under Section 805 of the Business Corporation Law














                       Beckman, Lieberman & Barandes, LLP
                             100 Jericho Quadrangle
                                   Suite 329
                            Jericho, New York 11753





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